Mining

Our Group

Miller Thomson’s Mining Group consists of experienced lawyers who work closely with the entrepreneurial mining community, helping businesses of all sizes grow through innovative financing, deal structures, taxation planning, and pro-active protection of rights and interests. The mining sector, both in Canada and abroad, is among the world’s most productive and competitive industries.

Our Expertise

Our lawyers have particular expertise advising junior and mid-tier exploration companies on both new ventures and properties getting positioned for production of precious and base metals, diamonds, industrial and strategic minerals. In addition to mining companies and service providers to the industry, our team also advises a variety of investment dealers and financial institutions through their involvement in various mining transactions (acquisition or disposition of mining projects, mergers & acquisitions, equity and debt financing, etc.).

Our Services

Supported by an experienced team of multi-disciplinary professionals across Canada, our mining practitioners advise on a range of issues involving domestic and international mining projects, including:

• Equity and debt financing for both public and private capital markets
• Mergers and acquisitions
• Option, joint venture, exploration and royalty agreements
• Flow-through share financing, including structuring for provincial mining credits
• Environmental issues, such as permitting, compliance and offences
• First Nations and Aboriginal issues
• Tax planning and structuring

Our Experience

In addition to the team’s comprehensive knowledge of the intricacies of local and global mining regulations and laws, its professionals also understand the business of mining, whether it is mining tenements, employee relations, foreign investment approvals, or construction, engineering and operations issues.

We have a strong core of litigators with extensive experience in mining litigation and disputes under mining legislation, such as staking claims, property development and development agreements. We also regularly advise and represent clients on other potentially complex matters, such as environmental and First Nations issues. Among other areas, our group has advised clients in connection with:

• Construction and development matters
• Domestic and International divestitures
• Energy issues, including regulatory issues and rates, power generation and transmission infrastructure requirements
• Regulatory compliance and advice
• Stock exchange listings
• Tax audit and appeal representation

REPRESENTATIVE WORK

Recent matters in which our lawyers have been involved include:

• Several tax-deferred spin-outs of mining properties, owned by public mining companies, into new publicly listed issuers
• Merger of two North American-based mining companies with extensive African property holdings
• Reverse take-over of a TSX Venture Exchange-listed company by a mining company with projects in Brazil and a subsequent listing on the Toronto Stock Exchange
• Acquisition of an Australian-based uranium exploration company
• Acquisition of base metals mine in New Brunswick
• Negotiating a joint venture agreement for the development of a thermal coal deposit, and acquisition of an anthracite coal project in British Columbia
• Acquisition and consolidation of South American mineral properties for acquisition by publicly listed vehicles
• Acquisition of mineral properties in West African OHADA countries, negotiations with government authorities and financing of mining activities
• Structuring offshore vehicles for mining exploration and mining activities
• Financing of mining concerns with South African institutional lenders, secured with offshore assets
• Negotiating and drafting construction agreements for telecommunications infrastructure for mines in the Northwest Territories
• Advising a financial institution on environmental issues related to the closure of an asbestos mine
• Mining tax and income tax litigation for a multinational mining company
• Advising on aboriginal consultation issues and negotiating First Nations impact benefit agreements, including in relation to diamond mines in the Northwest Territories,
• and coal and molybdenum mines in British Columbia
• Advising on permitting requirements
• Advising mining company on capital contribution in connection with construction of power requirements and needed transmission lines
• Negotiating telecommunications service agreements with mining companies in remote areas of the Northwest Territories
• Numerous option, royalty and lease agreements for exploration properties
• Many public and private equity and debt financings, including flow-through shares
• Spin-offs of mining properties, owned by two public mining companies, into new publicly-listed corporations
• Counsel to Resources Cadiscor Inc. in its acquisition by North American Palladium by way of a plan of arrangement
• Counsel to Normabec Mining Resources Ltd. in its acquisition by First Majestic Silver Corp. and the concurrent spin-off of its Québec assets
• Counsel to a private mining company in connection with a proposed strategic investment from a China based investor
• Acquisition of a subsidiary of a major Canadian mining company [transaction value: US$420 million]
• Counsel on many initial public offerings, private placements and financings for mine production, development and exploration companies
• Counsel to the financial advisor to Maximus Ventures Ltd. in connection with its acquisition by NFX Gold Inc. by way of plan of arrangement
• Counsel to the financial advisor to Lundin Mining Corporation in connection with its acquisition of Rio Narcea Gold Mines Ltd. [transaction value: $932 million]
• Counsel to the financial advisor to Palmarejo Silver and Gold Corporation on the acquisition by Coeur d’Alene by way of plan of arrangement [transaction value: $1.1 billion]
• Counsel to the acquiror in a cross-border unsolicited bid for an interlisted uranium and nickel mining company
• Counsel to the financial advisor to Aurelian Resources Inc., the target of a share exchange takeover bid by Kinross Gold Corporation
• Counsel to the financial advisor to East Asia Minerals Corporation in connection with the sale of its Mongolian subsidiary to Areva NC